Greetings. Welcome to Nuveen Churchill Direct Lending Corporation's Conference Call. At this time, all participants will be in listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. Please note this conference is being recorded. At this time, I will now turn the conference over to Alona Gornick. Alona, you may now begin your presentation.

Good afternoon, and welcome to Nuveen Churchill Direct Lending Corp.'s or NCDL's fourth quarter and full-year 2023 earnings call. Today, I'm joined by NCDL's Chairman, President and CEO, Ken Kencel; and Chief Financial Officer and Treasurer, Shai Vichness. Following our prepared remarks, we will be available to take your questions. Today's call may include forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather based on current expectations, estimates and projections about company. Our current and perspective portfolio investments, our industry, our beliefs and opinions, and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict. Actual results may differ materially from those expressed or forecasted in the forward-looking statements. We ask that you refer to the Company's most recent filings with the SEC for important risk factors. Any forward-looking statements made today do not guarantee future performance and undue reliance should not be placed on them. The company assumes no obligation to update any forward-looking statements at any time. Our earnings release, 10-K and supplemental earnings presentation are available on the Investor Relations section of our website at ncdl.com. Now, I'd like to turn the call over to Ken.

Thank you, Alona, and thank you everyone for joining us on our first earnings call as a publicly traded company. For those of you who are new to our platform in NCDL, I would begin today's call with a brief overview of our company. I will then provide an overview of NCDL strategy and the overall market environment before turning the discussion over to Shai. I am pleased to share that we closed out 2023 well positioned to capitalize on market momentum in the year ahead. NCDL reported solid fourth quarter results supported by growth in our net asset value per share, strong investment activity, and an attractive dividend yield. The company delivered a total annualized dividend yield of 12% for the fourth quarter and a full-year dividend yield of 13.3%. We ended the year with over 400 million of liquidity and favorable leverage levels, which position us to drive yield growth by selectively investing in new assets. Shai will provide more color on the portfolio, investment activity and financial results later in the presentation. Before discussing NCDL in greater detail, I want to provide a breakdown of our corporate structure and highlight our unique investment approach and differentiated sourcing model that we bring to the direct lending space. Churchill Asset Management is the exclusive U.S. middle market private credit manager for TIAA and Nuveen. TIAA, our parent company and largest investor is among the highest rated insurance companies in the U.S., and one of the largest private credit investors in the world with a 50-year history of investing in the private markets. Nuveen is TIAA's Asset Manager and Churchill sits within Nuveen's 1.2 trillion asset management business. Churchill and Arcmont, our European sister company, comprise Nuveen Private Capital, a scaled global investment platform that invests over $15 billion annually…

Thank you, Ken and thank you all for joining us to review our fourth quarter results. For the quarter, we earned $0. 66 of net investment income per share and we again paid out $0.55 per share comprised of regular dividend of $0.50 and a supplemental dividend of $0.05 representing approximately half of the excess net investment income earned during the quarter over the regular dividend. In the four quarters leading up to our IPO, we have consistently paid out $0.55 per share across both our regular and supplemental dividends. The $0.55 per share dividend equated to a 12% dividend yield based on our quarter-end NAV. We had $0.07 of net realized and unrealized gains, bringing our total net income for the quarter to $0.73 per share. For the full-year, we generated NII of $2.52 per share and distributed $2.41. Looking forward, our board has declared a regular dividend for the first quarter of 2024 of $0.45 per share payable on April 29 to shareholders of record as of March 30. In addition to the regular dividend, our board has also declared a special dividend of $0.10 per share payable on July 28 to shareholders of record as of May 13. This $0.10 special dividend is the first of four special dividends that we declared at the time of our IPO with record dates of 105, 195, 285, and 380 days post IPO. As a reminder, our intention is to operate with a supplemental dividend program that sees us paying out a portion of excess earnings over and above our regular dividend allowing us to deliver the benefits of higher returns in the current environment to shareholders as well as maintain and grow our NAV. Our debt-to-equity ratio at the end of the quarter was 1.26x, close to the upper…

Thank you, Shai. To conclude our prepared remarks today, I want to extend a special thanks to our team here at Churchill for their hard work and dedication. Without our exceptional team, we would not be here today. We are extremely pleased with our fourth quarter and full-year results. We appreciate all of your support and engagement and look forward to our ongoing dialogue. I will now turn the call over to the operator for Q&A.

Thank you. At this time, we'll be conducting a question-and-answer session. [Operator Instructions]. Thank you. And our first question will be coming from the line of Mark Hughes with Truist Securities. Please proceed with your question.

Yes. Thank you. Good afternoon. Could you talk about the credit environment?

Hey, Mark. How do you doing?

Clearly, I'm good. Thank you. Your experiences have been quite good here. Lately you described maybe some slight movement s in your internal ratings. Do you think we're at a kind of a stable point? Do you think more broadly that credit is going to deteriorate across the sector as the year progresses? Just a little more on that would be great.

Yes. Thanks, Mark. It's Ken Kencel. It's a great question. I think, overall, we saw a nice acceleration of deal activity in the second half of the year in terms of new originations. And as I think we pointed out, the fourth quarter has been was a very, very active quarter for us, and we're seeing good activity. And the quality of new deals we're seeing right now is quite good. In fact, the quality of new opportunities we're seeing is about as good as we've seen. So lots of deals to look at. In terms of the portfolio, we obviously monitor very carefully the ongoing dynamics in the portfolio. And I think one of the things that has really helped us is that, as you see our overall leverage ratios and our coverage ratios have been remained very strong. Our interest coverage ratio is still hovering nearly 2.5x interest coverage, I think 2.3x, and overall leverage at around 5x. So we underwrote deals to a very conservative standard. For example, in the fourth quarter, our average equity contribution was over 60% equity. So I would say for us, the quality of the portfolio remains very good. We've seen some overall, we've certainly seen some isolated examples of stress, particularly in areas like health care services regarding passing on price increases. I'd say that's a general trend, PPMs, things like that that we've avoided in terms of new opportunities and kind of staying clear some of those pockets. But overall, I would say, we feel great about the portfolio. The quality remains very strong. And if you can see that in our overall risk ratings, we remain very stable. So we think we're well positioned, obviously, highly diversified. And certainly, the new deals we're looking at, as a general matter, tend to be the higher quality opportunities, given the dynamics around interest rates. So we're feeling very good about deal flow and kind of new activity here as move into 2024.

Understood. Thank you for that. And then, Shai, did you give the kind of pro forma leverage number taking into account the capital from the IPO, et cetera, where you stand in terms of debt leverage?

Yes, Mark, I think if you refer to the most recent N2 that we posted and the cap table therein, I think that's the best place to look for that pro forma leverage ratio. I think that tops out to roughly 0.8, after giving effect to the leverage that we paid down with the proceeds. And as I commented on during the call, it's our intention as we talked about to re-lever the portfolio over the course of the year. And our target leverage range as we discussed is that 1 to 1.25. So that's our intention to sort of get back there over the course of this year.

Great. Thank you.

Thanks, Mark.

Thank you. Our next question is from the line of Finian O'Shea with Wells Fargo Securities. Please proceed with your question.

Hey, Fin.

We've lost Fin's line. Our next question will come from the line of Paul Johnson with KBW. Please proceed with your question.

Yes, good morning guys or good afternoon guys. Thanks for taking my questions. Congrats on a good quarter. So I know you mentioned sort of some internal downgrades on the watch list, but roughly like $0.07 of net gains or so on the portfolio. Is there anything in there in particular or those just kind of more spread driven or broad market driven?

Yes. Hey, Paul, thanks for the question. So it's really mostly spread driven. So as we talked about in the call, we did see some spread tightening over the course of the quarter, which in turn resulted in modest increases in valuations. There were some offsetting factors there, but that's really what drove the $0.07 of debt deal and unrealized ordeal.

Got it. Appreciate it. And then just in terms of kind of like new deal activity that you guys are evaluating as well as maybe some of the existing portfolio, I mean, have you noticed any kind of trend in terms of PIK election or any sort of amendment activity from some of your existing borrowers, was that the case at all during the fourth quarter?

Not really. If you think about our portfolio and our sort of management of the cash generation capabilities of the portfolio, we tend to avoid PIK. Really where PIK feature show up are in the junior debt portion of the portfolio. And even then, I think in the LTAM period, the cumulative amount of PIK income that we earned relative to our NII was something like 1% or less. So, we're obviously focused on generating cash. We have avoided kind of the PIK option deals in senior lending that have become more prevalent as interest rates have risen. And on the amendment front, we really have not seen liquidity issues, right? If you think about the downgrades that we experienced, I think I referenced two downgrades to the loss list, those are really idiosyncratic and liquidity remains strong across the portfolio.

Yes, and I would just comment. You're seeing this PIK dynamic play out primarily in the large cap syndicated market, where it's essentially a substitute in our view for over leverage. If a company can't handle cash interest at a certain level, our general approach is, it's probably over lever. So we haven't played in that kind of additional PIK dynamic, but you do see that in some of the larger cap transactions. We have not seen that in the traditional middle market. And I would say as a general matter, we're choosing to pass in those situations because we see it as a proxy for just frankly too much leverage.

Thanks. Appreciate that. Very helpful. And then kind of last one, bigger picture, you guys have a pretty unique insight obviously into the behavior and the relationship of sponsors and all the LPs in those funds. I'm just kind of curious to get your thoughts like what exactly is kind of the next catalyst if you will to sort of unlock more M&A activity? Is it just simply rates coming down or are there other things that kind of have to move in the market or do they just have to, I guess, twist their arm a little bit harder?

Yes, I think we certainly highlighted the dynamics in and around rates, and I would mention that as a first point. Stability around interest rates, a sense that rates have, I think pretty clearly peaked and will head down, even though they may be higher for a bit longer. Overall, I think the view is that rates will start to move lower during the course of 2024. And so I think that is unlocking a fair amount of activity on the sponsor side, we are generally seeing that the number of books if you will on the sell side we have seen pickup pretty significantly over the last several weeks. So I think we're seeing a lot of that stability translate into increased deal flow and confidence regarding A, putting companies up for sale and B, participating in those processes. I think we've mentioned during our call that overall purchase multiples have remained in that kind of 11x to 12x for higher quality businesses, and we expect to see that. I'd say the other dynamic is, obviously, you've got private equity firms out raising new funds and a desire to show liquidity to their investors, I think will unlock activity as well. So the combination, I think of rates more certainty and more visibility around rates, maybe gradually maybe a little bit slower than expected, but that visibility regarding rates and on expectation, they would decline coupled with a desire to show some liquidity within portfolios and harvest, if you will the winners in conjunction with fundraising, I think will both drive strong deal activity in 2024.

Thanks Ken. That's all for me. Congrats guys.

Thanks.

Our next question comes from the line of Finian O'Shea with Wells Fargo. Please proceed with your questions.

Hey, everyone. Sorry for hanging up on you earlier and congratulations on the inaugural quarter. Ken, can you address if the advisor retains any fees, broker fees, structuring fees or whatnot before it allocates investments to the BDC?

Thanks Fin, it's Ken. Yes, and as I think we chatted about, as a general matter, we are out underwriting and structuring transactions typically quite a bit larger than what ultimately gets held by the BDC. So we manage capital, obviously across a broader platform. So we do a fair amount of work of regarding structuring and underwriting those deals and we do take an arrangement fee for that structuring one.

Okay, thanks. That's helpful. And just as a related follow-up, are the amounts disclosed anywhere and if not, why?

Thanks, Fin. There are not disclosure in the filings around those amounts. As we think about that concept, as Ken alluded to right, it's in situations where we're underwriting, we're out there sourcing transactions, arranging them and that practice is consistent across our platform. And that's really I think we've been clear on that in terms of our commentary previously.

Okay. Thanks so much.

Thanks, Fin.

Thank you. The next question is from the line of Brian McKenna with JMP. Please proceed with your questions.

Okay, great. Thanks. Good afternoon, everyone. I appreciate all the commentary on deployment activity. But where are you seeing the most attractive opportunities from a sector perspective today and then average investment size for new investments in the quarter totaled $11.5 million which is almost double the first quarter level. So how should we think about the average investment size moving forward?

Yes, it's Ken. I would say as a general matter, we try to target a very high level of diversification in our portfolios across platforms. So, DLC obviously is one of the vehicles that we manage. We're generally targeting around 1% position size. I think overall, I think our largest position is about 1.5%. And obviously, as the portfolio is growing, we want to take that into account against the size of the overall envelope. But as a general matter, targeting around 1% per name, and we feel that that's an appropriate level of diversification and kind of managing our exposure across platform, and certainly see that as a benefit to our platform. We have about 179 names at this point, and we're going to continue to run at a very high level of diversification, which we think is an important risk management tool for the way that we invest. In terms of industries, I would say that we are very focused on market leading businesses, specifically companies that have the ability to be in leading market positions, have strong gross margins and businesses ultimately that have stable consistent recurring cash flow models. We like areas like software-as-a-service, particularly software that's embedded. So these are not recurring revenue, this is actual cash flow generating recurring revenue models, businesses that are maybe servicing larger companies and a long-time customer relationships, areas in business services like engineering services, certainly certain distribution logistics areas we like, I'd say business services, software, certain areas of healthcare, I think you need to be careful there, particularly with businesses that maybe have pressure regarding being able to pass on price increases, but certain areas of healthcare we like as well. And again with an overall approach, we're looking for larger core middle market companies. So we generally are not looking at businesses with much less than $10 million to $15 million of EBITDA at the low end. And our average overall historically has been around $50 million to $75 million of EBITDA. And frankly, even the businesses that may start out at $30 million, $40 million, $50 million of EBITDA, we like to see those businesses on a growth path backed by their sponsors to get to that $50 million to $75 million or more EBITDA. So poor middle market, but we think the dynamics really are optimized from a risk adjusted return standpoint.

Okay, great. Helpful. Thanks, Ken. And then somewhat of a bigger picture question and it might be a little earlier, but I'm curious, have you seen any improvements just in brand awareness for NCDL or the Churchill platform more broadly following the IPO? And I guess I'm wondering if there has been an improvement in brand awareness, has this impacted activity levels at all across the business from a flow or relationship perspective?

Yes. No, that's a great question. I would say that there is no doubt that we have benefited from now having a publicly traded vehicle. Today, as I think we manage over $50 billion of capital. We have over 300 institutional investors globally. So we've gotten great support on the institutional side, validation, if you will institutionally. So from an investor perspective, we continue to raise significant capital. And I would say, within the wealth area, just given the fact that obviously, DLC is publicly traded. We're getting a lot more attention from retail and high net worth and family offices. So I think in that sense, it's been very helpful to the platform. On the origination side, so that's really on the investor side, and we have obviously lots of very large and significant institutional relationships. But I would say on the deal flow side, we have always enjoyed a tremendous advantage in my view on deal flow. The fact that we are a limited partner in 300 private equity firms, our private equity and junior capital team who really evaluates and ultimately invests in top performing private equity sponsors sits on the advisory board of over 225 of those firms. We think we have an incredibly differentiated model and that drives great deal flow. It drives quality, it enables us to be selective, and it's been a great model. So visibility on the private equity side has always been great. I think that of our 300 LP relationships, I think they all pretty much know us extremely well, in many cases we've done dozens of transactions with them. So I think it's helped more on the wealth side, where we now have more of a brand that's visible from retail perspective. And we've always had the institutional side from an investor standpoint, and certainly from a deal flow standpoint, it's been strong for a long time. And I think as I pointed out in the call, we were very proud of the fact that for 2023, we were actually number 1 under by DLD, KBRA in ranking of most active U.S. Direct lenders, we were ranked number 1 for the first time. We were I think number 2 the prior year and number 2 or number 3 the prior year before that. So we're pretty excited about the fact that we finally made it to number 1.

Yes. That's great color. Thanks, Ken. I'll leave it there. Congrats on your first quarter as a public company and all the momentum heading into 2024.

Thanks very much.

Thank you. At this time, we have no additional questions. I'll now turn the call back to Ken Kencel for closing remarks.

Great. Well, thank you very much everyone. Thank you for joining us and we appreciate your questions and dialog. And as we move forward here as a public company, we look forward to continuing that dialog. We appreciate you joining us for the call today and look forward to providing our Q1 results in the Spring. Thanks again, everyone.

Thank you. This will conclude today's conference. You may disconnect your lines at this time. Thank you for your participation. Have a wonderful day.